Letter of comfort (contract law)

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A letter of comfort, sometimes called a "letter of intent", is a communication from a party to a contract to the other party that indicates an initial willingness to enter into a contractual obligation absent the elements of a legally enforceable contract. The objective is to create a morally binding but not legally binding assurance. [1]

Generally, a letter of comfort is drafted only in vague terms, to avoid creating enforceable contract terms. [2] Few nations regulate letters of comfort by statute; whether a letter of comfort creates legally enforceable contractual terms is often determined only by courts of law, based solely on the wording of the document. [1] Despite their nonbinding status, letters of comfort nonetheless provide risk mitigation because the parent company is putting its own reputation in jeopardy. [3]

In international contracts, letters of comfort are often used to assure a contracting party that a parent corporation will provide its subsidiary with the necessary resources to fulfill the contract. [2] However, under both international and European Union law, a letter of comfort does not require the parent corporation to fulfill the obligations incurred by its subsidiary. [1] When used to provide support for a subsidiary's actions, a letter of comfort usually consists of three terms: [4]

European Union Economic and political union of European states

The European Union (EU) is a political and economic union of 28 member states that are located primarily in Europe. It has an area of 4,475,757 km2 (1,728,099 sq mi) and an estimated population of about 513 million. The EU has developed an internal single market through a standardised system of laws that apply in all member states in those matters, and only those matters, where members have agreed to act as one. EU policies aim to ensure the free movement of people, goods, services and capital within the internal market, enact legislation in justice and home affairs and maintain common policies on trade, agriculture, fisheries and regional development. For travel within the Schengen Area, passport controls have been abolished. A monetary union was established in 1999 and came into full force in 2002 and is composed of 19 EU member states which use the euro currency.

Canada recognizes two types of letters of comfort. The weaker version, in which a parent organization acknowledges that a subsidiary has entered into a contract but which provides no assurance of intention, is called a letter of awareness. The stronger version, the letter of comfort, indicates the parent organization's intention to support the subsidiary. [5] In the United States, there is a general presumption against the enforceability of letters of comfort. However, depending on the wording of the document, there may be legal liability under the rule of reliance. [6]

Canada Country in North America

Canada is a country in the northern part of North America. Its ten provinces and three territories extend from the Atlantic to the Pacific and northward into the Arctic Ocean, covering 9.98 million square kilometres, making it the world's second-largest country by total area. Canada's southern border with the United States is the world's longest bi-national land border. Its capital is Ottawa, and its three largest metropolitan areas are Toronto, Montreal, and Vancouver. As a whole, Canada is sparsely populated, the majority of its land area being dominated by forest and tundra. Consequently, its population is highly urbanized, with over 80 percent of its inhabitants concentrated in large and medium-sized cities, many near the southern border. Canada's climate varies widely across its vast area, ranging from arctic weather in the north, to hot summers in the southern regions, with four distinct seasons.

Estoppel judicial device in common law legal systems whereby a court may prevent a person from making assertions or from going back on their word

Estoppel is a judicial device in common law legal systems whereby a court may prevent, or "estop" a person from making assertions or from going back on his or her word; the person being sanctioned is "estopped". Estoppel may prevent someone from bringing a particular claim, particularly if a promise unsupported by consideration is being relied on by the other party. Legal doctrines of estoppel are based in both common law and equity.

"Letter of comfort" in relation with country to country' "Letter of comfort" is basically a promise, guaranty, or given words, I will stress here on "given words" so a country gives its word of trust as based on mutual trust to another country. It is way more powerful than any others guaranty, it actually bound with faith for any future deal or treaty.it has never been break till date, on the other hand, 100s of guarantees has been fought in international courts.

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Conflict of laws concerns relations across different legal jurisdictions between natural persons, companies, corporations and other legal entities, their legal obligations and the appropriate forum and procedure for resolving disputes between them. Conflict of laws especially affects private international law, but may also affect domestic legal disputes e.g. determination of which state law applies in the United States, or where a contract makes incompatible reference to more than one legal framework.

Treaty express agreement under international law entered into by actors in international law

A treaty is an agreement under international law entered into by actors in international law, namely sovereign states and international organizations. A treaty may also be known as an (international) agreement, protocol, covenant, convention, pact, or exchange of letters, among other terms. Regardless of terminology, all of these forms of agreements are, under international law, equally considered treaties and the rules are the same.

Breach of contract

Breach of contract is a legal cause of action and a type of civil wrong, in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party's performance. Breach occurs when a party to a contract fails to fulfill its obligation(s) as described in the contract, or communicates an intent to fail the obligation or otherwise appears not to be able to perform its obligation under the contract. Where there is breach of contract, the resulting damages will have to be paid by the party breaching the contract to the aggrieved party.

A disclaimer is generally any statement intended to specify or delimit the scope of rights and obligations that may be exercised and enforced by parties in a legally recognized relationship. In contrast to other terms for legally operative language, the term disclaimer usually implies situations that involve some level of uncertainty, waiver, or risk.

Letter of credit document issued by a financial institution

A letter of credit (LC), also known as a documentary credit or bankers commercial credit, or letter of undertaking (LoU), is a payment mechanism used in international trade to provide an economic guarantee from a creditworthy bank to an exporter of goods. Letters of credit are used extensively in the financing of international trade, where the reliability of contracting parties cannot be readily and easily determined. Its economic effect is to introduce a bank as an underwriter, where it assumes the credit risk of the buyer paying the seller for goods.

A memorandum of understanding (MoU) is a type of agreement between two (bilateral) or more (multilateral) parties. It expresses a convergence of will between the parties, indicating an intended common line of action. It is often used either in cases where parties do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement. It is a more formal alternative to a gentlemen's agreement.

A United Nations resolution is a formal text adopted by a United Nations (UN) body. Although any UN body can issue resolutions, in practice most resolutions are issued by the Security Council or the General Assembly.

Joint wills and mutual wills are closely related terms used in the law of wills to describe two types of testamentary writing that may be executed by a married couple to ensure that their property is disposed of identically. Neither should be confused with mirror wills which means two separate, identical wills, which may or may not also be mutual wills.

In the conflict of laws, the validity and effect of a contract with one or more foreign law elements will be decided by reference to the so-called "proper law" of the contract.

Letter of intent document outlining one or more agreements between two or more parties before the agreements are finalized

A letter of intent is a document outlining the understanding between two or more parties which understanding they intend to formalize in a legally binding agreement. The concept is similar to a heads of agreement, term sheet or memorandum of understanding. Such outlined agreements may be merger and acquisition transaction agreements, joint venture agreements, real property lease agreements and several other categories of agreements that may govern material transactions.

Australian contract law concerns the legal enforcement of promises that were made as part of a bargain freely entered into, forming a legal relationship called a contract. The common law in Australia is based on the inherited English contract law, with specific statutory modifications of principles in some areas and the development of the law through the decisions of Australian courts, which have diverged somewhat from the English courts especially since the 1980s. This article is an overview of the key concepts with particular reference to Australian statutes and decisions. See contract law for very general doctrines relating to contract law.

Consideration Concept of legal value in connection with contracts

Consideration is a concept of English common law and is a necessity for simple contracts but not for special contracts. The concept has been adopted by other common law jurisdictions, including the US.

A demand guarantee is a guarantee that must be honoured by the guarantor upon beneficiary's demand. The beneficiary is not required to first make a claim or take any action against the obligor of the guaranteed obligation that the guarantee supports. A demand guarantee is enforceable notwithstanding any deficiencies in the enforceability of the underlying obligation.

A comfort letter is a document prepared by an accounting firm assuring the financial soundness or backing of a company. The comfort letter can be issued by a Certified Public Accountant declaring no indication of false or misleading information in the financial statements and that the company's prospectus follows the prevailing accounting standards. This is sometimes used in connection with an initial public offering. Comfort letters are also sometimes provided by those involved in evaluating a company's assets, for instance, in the case of oil and gas companies, third-party reserve engineering firms.

A set of heads of agreement, heads of terms or letter of intent is a non-binding document outlining the main issues relevant to a tentative sale, partnership or other agreement. A heads of agreement document will only be enforceable when it is adopted into a parent contract and subsequently agreed upon, unless otherwise stated. Until that point, a heads of agreement will not be legally binding.

Contract agreement having a lawful object entered into voluntarily by multiple parties

A contract is a legally-binding agreement which recognises and governs the rights and duties of the parties to the agreement. A contract is legally enforceable because it meets the requirements and approval of the law. An agreement typically involves the exchange of goods, services, money, or promises of any of those. In the event of breach of contract, the law awards the injured party access to legal remedies such as damages and cancellation.

Title-transfer theory of contract

The title-transfer theory of contract (TTToC) is a legal interpretation of contracts developed by economist Murray Rothbard and jurist Williamson Evers. The theory interprets all contractual obligations in terms of property rights, viewing a contract as a bundle of title transfers. The TTToC stands in oppositions to most mainstream contract theories which view contractual obligations as the result of a binding promise. Proponents of the approach often claim it is superior on grounds of both consistency and ethical considerations. The TTToC is often supported by libertarians.

Intention to create legal relations', otherwise "intention to be legally bound", is a doctrine used in contract law, particularly English contract law and related common law jurisdictions.

South African contract law

South African contract law is ‘essentially a modernised version of the Roman-Dutch law of contract’, which is itself rooted in canon and Roman laws. In the broadest definition, a contract is an agreement two or more parties enter into with the serious intention of creating a legal obligation. Contract law provides a legal framework within which persons can transact business and exchange resources, secure in the knowledge that the law will uphold their agreements and, if necessary, enforce them. The law of contract underpins private enterprise in South Africa and regulates it in the interest of fair dealing.

A boilerplate clause is a legal English term that is used in conjunction with contract law. When forming contracts, parties to the contract often use templates or forms with boilerplate clauses. Such clauses refers to the standardised clauses in contracts, and they are to be found towards the end of the agreement. Including boilerplate clauses is the process by which parties to the contract may better define their relationship and the will to provide certainty if terms in the contract are ever disputed. Boilerplate clauses are standard contractual terms that are routinely included in many contracts. Some of the most common clause types are listed below:

References

  1. 1 2 3 Mäntysaari, Petri. The Law of Corporate Finance: General Principles and EU Law. Heidelberg: Springer, 2010, p. 1985.
  2. 1 2 Fontaine, Marcel and De Ly, Filip. Drafting International Contracts: An Analysis of Contract Clauses. Leiden: Martinus Nijhoff Pub., 2009, p. 198.
  3. ↑ Huang, Wei-Xin. Institutional Banking for Emerging Markets: Principles and Practice. Chichester: Wiley, 2007, p. 218.
  4. ↑ Bradgate, Robert and White, Fidelma. Commercial Law. Oxford: Oxford University Press, 2008, p. 350.
  5. ↑ World Trade Organization. Dispute Settlement Reports 2002. Cambridge: Cambridge University Press, 2004, p. 1298.
  6. ↑ Furmston, Michael; Tolhurst, G.J.; and Mik, Eliza. Contract Formation: Law and Practice. New York: Oxford University Press, 2010, p. 303.
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